BARNES & NOBLE EDUCATION, INC. | ||||
(Exact name of registrant as specified in its charter) | ||||
Delaware | 1-37499 | 46-0599018 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
120 Mountain View Blvd., Basking Ridge, NJ | 07920 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (908) 991-2665 | ||||
Not Applicable | ||||
(Former name or former address, if changed since last report) |
□ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
□ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
□ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
□ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
1. | Election of Directors. The Company’s stockholders elected the Board’s nominees as Directors of the Company by the following vote: |
Name | Votes For | Votes Withheld | Broker Non-Votes | |||
Emily C. Chiu | 38,221,190 | 1,950,987 | 3,659,689 | |||
Daniel A. DeMatteo | 38,219,235 | 1,952,942 | 3,659,689 | |||
David G. Golden | 38,214,505 | 1,957,672 | 3,659,689 | |||
Michael P. Huseby | 38,216,610 | 1,955,567 | 3,659,689 | |||
John R. Ryan | 38,219,303 | 1,952,874 | 3,659,689 | |||
Jerry Sue Thornton | 38,077,451 | 2,094,726 | 3,659,689 | |||
David A. Wilson | 38,220,371 | 1,951,806 | 3,659,689 |
2. | Approval of the Amendment and Restatement to the Company's Equity Incentive Plan. The Company’s stockholders approved the amendment and restatement to the Company's Equity Incentive Plan by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below: |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
27,138,298 | 13,017,684 | 16,195 | 3,659,689 |
3. | Advisory (non-binding) Vote on Executive Compensation. The Company’s stockholders approved, on an advisory basis, compensation of the Company’s named executive officers by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below: |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
35,977,014 | 1,004,222 | 3,190,941 | 3,659,689 |
4. | Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending April 27, 2019. The Company’s stockholders approved the proposal by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below: |
Votes For | Votes Against | Abstentions | ||
43,731,774 | 83,452 | 16,640 |
Title: | EVP, Corporate Strategy, General Counsel, and Corporate Secretary |